Men’s Wearhouse Gets Hostile With Jos. A. Bank

In a turn that should have been expected, men’s clothing retailer Men’s Wearhouse Inc. (NYSE: MW) announced Monday morning that it has begun a tender offer to acquire shares in Jos. A. Bank Clothiers Inc. (NASDAQ: JOSB) in an all-cash offer of $5.75 a share. Last Friday, Jos. A. Bank approved a poison pill defense against just such a move, prohibiting any shareholder from holding more than 10% of the company’s stock.

Jos. A. Bank is getting a dose of the “what goes around, comes around” medicine. The smaller company made an unsolicited, but not hostile, bid for Men’s Wearhouse in early October. The bid was rejected and Men’s Wearhouse countered with its own offer of $5.50 a share in cash in late November. Now the company has decided to take its bid directly to shareholders, who have until March 28 to take advantage of the offer.

While shareholders in both companies have expressed some interest in combining the two firms in order better to compete with larger retailers like Macy’s Inc. (NYSE: M), there has been no interest in either company from another buyer. Apparently the two retailers are not very desirable independently, so if a deal is going to get done it will have to be between the two.

The CEO of Men’s Wearhouse said, “Although we have made clear our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are committed to this combination and, accordingly, we are taking our offer directly to shareholders.”

The announcement also noted that this offer is 52% higher than Jos. A. Bank’s closing price on October 8, the day before that firm announced its offer for Men’s Wearhouse.

Men’s Wearhouse said in its announcement that it intends to nominate two candidates for election to Jos. A. Bank’s board at its annual shareholders meeting.

Jos. A. Bank’s market cap on Friday was around $1.5 billion, and the shares closed at $54.41 in a 52-week range of $37.31 to $57.61. Men’s Wearhouse has a market cap of around $2.4 billion, and its shares closed at $50.59 on Friday, in a range of $27.47 to $52.72.